-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PYId/fvotj4Qxkic1ZV4aKDs6VjH7HXI53yQDsZy8X/wMYQ7SWLq/KybY2MHbpFS zdYeNpSw4PBz6XRphuPfCg== 0001193125-10-222487.txt : 20101004 0001193125-10-222487.hdr.sgml : 20101004 20101004060534 ACCESSION NUMBER: 0001193125-10-222487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101001 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20101004 DATE AS OF CHANGE: 20101004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NextWave Wireless Inc. CENTRAL INDEX KEY: 0001374993 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 205361360 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33226 FILM NUMBER: 101103960 BUSINESS ADDRESS: STREET 1: 12264 EL CAMINO REAL STREET 2: SUITE 305 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 731-5300 MAIL ADDRESS: STREET 1: 12264 EL CAMINO REAL STREET 2: SUITE 305 CITY: SAN DIEGO STATE: CA ZIP: 92130 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2010

 

 

NEXTWAVE WIRELESS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51958   20-5361360

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

12264 El Camino Real, Suite 305

San Diego, California

   92130
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 731-5300

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) A special meeting of the stockholders of NextWave Wireless Inc. (the “Company”) was held on October 1, 2010.

(b) The matters voted upon at the special meeting and the results of the votes were as follows:

 

  •  

For the proposal to adopt and approve the stock purchase agreement dated July 30, 2010, by and among the Company, NextWave Broadband Inc., a wholly-owned subsidiary of the Company (“NextWave Broadband”), PacketVideo Corporation, a majority-owned subsidiary of NextWave Broadband (“PacketVideo”), and NTT DOCOMO, INC. (“DOCOMO”), and authorize the transactions contemplated thereby, including the sale by NextWave Broadband of all of the shares of common stock of PacketVideo owned by it to DOCOMO for $111.6 million, the voting results were as follows:

 

Votes For

   Votes Against   Abstentions   Broker Non-Votes
13,929,615   27,777   14,363   n/a

This proposal was approved by the affirmative vote of holders of approximately 62% of the shares of the Company’s common stock outstanding and entitled to vote at the special meeting.

 

  •  

For the proposal to authorize the proxies to vote to adjourn, postpone or continue the special meeting to a later date to enable the Company to solicit additional proxies in favor of the proposal to adopt and approve the stock purchase agreement and authorize the sale of the PacketVideo shares to DOCOMO contemplated thereby at the special meeting, the voting results were as follows:

 

Votes For

   Votes Against   Abstentions   Broker Non-Votes
10,384,912   3,570,054   16,789   n/a

This proposal was approved by approximately 74% of the shares of the Company’s common stock represented at the special meeting in person or by proxy and entitled to vote. Because the first proposal was approved, however, the meeting was not adjourned to solicit additional proxies.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NEXTWAVE WIRELESS INC.
By:  

/S/    FRANK A. CASSSOU        

Name:   Frank A. Cassou
Title:   Executive Vice President and Chief Legal Counsel

Dated: October 4, 2010

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